WEB SITE TERMS AND CONDITIONS

Date of Last Revision:  July 10. 2008

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY.  BY ACCESSING OR USING THIS WEB SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE.  IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEB SITE.

These terms and conditions of use (“Site Terms”) apply exclusively to your access to, and use of, the Web site of Women Helping Women, Inc. ("WHW”), located at www.womenhelpingwomen.com (the "Site").  These Site Terms do not alter in any way the terms or conditions of any other agreement you may have with WHW, or its subsidiaries or affiliates, for products, services or otherwise.  If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept these Site Terms on such entity's behalf, and that such entity agrees to indemnify you and WHW for violations of these Terms.

WHW reserves the right to change or modify any of the terms and conditions contained in the Site Terms or any policy or guideline of the Site, at any time and in its sole discretion by posting the revised terms to the Site.  The date of the last revision will be posted at the top of the Site Terms.  Any changes or modification will be effective immediately upon posting of the revisions on the Site, and you waive any right you may have to receive individualized notice of such changes or modifications.  Your continued use of this Site following the posting of  changes or modifications will confirm your acceptance of such changes or modifications.    Therefore, you should frequently review the Site Terms and applicable policies from time-to-time to understand the terms and conditions that apply to your use of the Site.  If you do not agree to the amended terms, you must stop using the Site.

If you have any question regarding the use of the Site, please refer first to the Help Section or the Frequently Asked Questions.  All other questions or comments about the Site or its contents should be directed to info@womenhelpingwomen.com

1. Privacy Policy

   Please refer to our Privacy Policy for information on how WHW collects, uses and discloses personally identifiable information from its users.

2. Terms of Sale

   All sales from the Marketplace portion of our Site are governed by WHW's Terms of Sale.  Please refer to our Terms of Sale for the terms, conditions and policies applicable to your purchase of products from WHW.  By ordering products through the Site, you agree to be bound by and accept the Terms of Sale.  The Terms of Sale are subject to change without prior notice at any time, in WHW's sole discretion so you should review the Terms of Sale each time you make a purchase.

3. Membership; Automatic Renewal

   Certain activities and features on the Site require you to register and create an account and become a member of WHW.  The applicable membership fee (the "Membership Fee") and the terms applicable to such membership shall be as set forth on the Site, and you must provide WHW with a valid credit card for payment of the Membership Fee.  The Membership Fee shall be nonrefundable unless otherwise expressly provided in the terms applicable to such membership.  When you become a member, you will be given the option to choose automatic renewal of your membership.  If you select this option, you agree that at the end of each term your membership will automatically renew, and you authorize us to automatically charge the credit card or other payment method you have designated in your account for the amount of the Membership Fee unless you have given us written notice of nonrenewal or opted out of automatic renewal at least _30__ days prior to the renewal date. You can opt out of the automatic renewal feature at any time in the account area of the Site or by sending us an email to info@womenhelpingwomen.com

4. Registration Data; Account Security

   Only one individual may access the Service at the same time using the same username and password.  In order to create an account, you must be 18 years of age or older.  By registering, you represent and warrant that you are over 18 and that all information you provide in the registration form is complete and accurate.  WHW reserves the right to refuse an account to anyone at any time, with or without cause in its sole discretion.  When registering, you agree to provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data").  Without limiting the foregoing, you must provide an accurate email address, and you must keep your registered email addresses and other account information current, as WHW may send important notices about your account or the Site to that email account.  You agree to maintain and promptly update the Registration Data, and any other information you provide to WHW, to keep it accurate, current and complete. 

   In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to WHW, to keep it accurate, current and complete; and (d) immediately notify WHW of any unauthorized use of your account or password or any other breach of security and accept all risks of unauthorized access to the Registration Data and any other information you provide to WHW.

5. Copyright and Limited License

   Unless otherwise indicated in the Site, the Site and all content and other materials on the Site, including, without limitation, the WHW logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the "Site Materials") are the proprietary property of WHW or its licensors or users and are protected by U.S. and international copyright laws. 

   Such license is subject to these Site Terms and does not include: (a) any resale or commercial use of the Site or the Site Materials therein; (b) the collection and use of any product listings, pictures or descriptions; (c) the distribution, public performance or public display of any Site Materials, (d) modifying or otherwise making any derivative uses of the Site and the Site Materials, or any portion thereof; (e) use of any data mining, robots or similar data gathering or extraction methods; (f) downloading (other than the page caching) of any portion of the Site, the Site Materials or any information contained therein, except as expressly permitted on the Site; or (g) any use of the Site or the Site Materials other than for its intended purpose.  Any use of the Site or the Site Materials other than as specifically authorized herein, without the prior written permission of WHW, is strictly prohibited and will terminate the license granted herein.  Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes Unless explicitly stated herein, nothing in these Site Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.  This license is revocable at any time.

6. Repeat Infringer Policy

   In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, WHW has adopted a policy of terminating, in appropriate circumstances and at WHW's sole discretion, subscribers or account holders who are deemed to be repeat infringers.  WHW may also at its sole discretion limit access to the Site and/or terminate or suspend the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

7. Copyright Complaints

   If you believe that anything on the Site infringes upon any copyright which you own or control, you may file a notification of such infringement with our Designated Agent as set forth below

   Name of Agent Designated to Receive Notification of Claimed Infringement:  Kathleen Farland
   Full Address of Designated Agent to Which Notification Should be Sent: 2065 NW Miller Rd. suite 217 Portland, OR 97229-7515
   Telephone Number of Designated Agent: 888.871.4124
   E-Mail Address of Designated Agent: info@womenhelpingwomen.com
   We may give notice of a claim of copyright infringement to our users by means of a general notice on the Site, electronic mail to a user's email address in our records, or by written communication sent by first-class mail to a user's address in our records.

8. Trademarks

   WOMEN HELPING WOMEN, the WHW logos and any other product or service name or slogan contained in the Site are trademarks of WHW and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of WHW or the applicable trademark holder.  You may not use any metatags or any other "hidden text" utilizing "Women Helping Women" or any other name, trademark or product or service name of WHW without our prior written permission.  In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of WHW and may not be copied, imitated or used, in whole or in part, without our prior written permission.  All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners.  Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

9. Hyperlinks

   You are granted a limited, non-exclusive right to create a text hyperlink to the Site for noncommercial purposes, provided such link does not portray WHW or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable.  This limited right may be revoked at any time.  You may not use a WHW logo or other proprietary graphic of WHW to link to this Site without the express written permission of WHW.  Further, you may not use, frame or utilize framing techniques to enclose any WHW trademark, logo or other proprietary information, including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page on the Site without WHW's express written consent.  Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of WHW or any third party.

   WHW makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites accessible by hyperlink from the Site, or Web sites linking to the Site.  Such sites are not under the control of WHW and WHW is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites.  WHW provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by WHW of any site or any information contained therein.  When you leave the Site, you should be aware that our terms and policies no longer govern.  You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.

10. Third Party Content and Information

    WHW may provide or provide access to third party information or other content on the Site and may provide links to Web pages and content of third parties (collectively the "Third Party Content") as a service to those interested in this information.  WHW does not monitor or have any control over any Third Party Content or third party Web sites.  WHW does not endorse or adopt any Third Party Content and can make no guarantee as to its accuracy, quality or completeness.  WHW does not represent or warrant the accuracy, quality or completeness of any information contained therein and undertakes no responsibility to screen, update or review any Third Party Content.  Users use such Third Party Content contained therein at their own risk.  Without limiting the foregoing, advice received in user forums or other Third Party Content received via our Site should not be relied upon for personal, business, medical, legal, financial or other important decisions and you should consult an appropriate professional for specific advice tailored to your situation before taking any actions.

11. Third-Party Promotions, Products and Services

    WHW may provide coupons or other promotions from third parties on the Site or may otherwise provide information about or links to third-party products or services on the Site.  Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such coupons, dealings or promotions, are solely between you and such third party.  WHW is not responsible or liable for any failure of such third parties to honor any such coupons or promotions or for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-WHW promotions or third party information on the Site.

12. Submissions

    You acknowledge and agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, regarding the Site, the WHW or WHW's products or services that are provided by you in the form of email or other submissions to WHW, or any postings on the Site, are non-confidential and shall become the sole property of WHW.  WHW shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

13. User Content and Interactive Services or Areas

    The Site may include discussion forums, user generated content or other interactive areas or services (“Interactive Areas”), including chat rooms or message boards, online hosting or storage services, or other areas or services in which you or other users create, post or store any content, messages, materials, data, information, text, music, sound, photos, video, graphics, code or other items or materials on the Site ("User Content").  You are solely responsible for such User Content and your use of such Interactive Areas and use them at your own risk.  By using any Interactive Areas, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site any of the following:
    

    1. User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
    2. User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ;
    3. User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party.  By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content;
    4. User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
    5. Unsolicited promotions, political campaigning, advertising or solicitations;
    6. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
    7. Viruses, corrupted data or other harmful, disruptive or destructive files; and
    8. User Content that, in the sole judgment of WHW, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which may expose WHW or its users to any harm or liability of any type.

    WHW takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is WHW liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter.  Your use of Interactive Areas is at your own risk.  As a provider of interactive services, WHW is not liable for any statements, representations or User Content provided by its users in any public forum, personal home page or other Interactive Area.  Although WHW has no obligation to screen, edit or monitor any of the Content posted in any Interactive Area, WHW reserves the right, and has absolute discretion, to monitor, remove, screen or edit any User Content posted or stored on the Site at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Site at your sole cost and expense..  Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates these Site Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Site.  In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect WHW's systems and customers, or to ensure the integrity and operation of WHW's business and systems, WHW may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, e-mail address, etc.), IP addressing and traffic information, usage history, and posted User Content.  See our Privacy Policy for more information on how we may collect, use and share your personal information. 

    If you post User Content to the Site, unless we indicate otherwise, you grant WHW and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media on or in connection with the Site.  You grant WHW and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose.  You represent and warrant that (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Site; (b) the User Content is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Site Terms and will not violate any rights of or cause injury to any person or entity.

14. Indemnification

    You agree to defend, indemnify and hold harmless WHW, its independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any User Content you post, store or otherwise transmit on or through the Site or your use of  the Interactive Areas, including without limitation any actual or threatened suit, demand or claim made against WHW and/or its independent contractors, service providers, employees, directors or consultants, arising out of or relating to the User Content, your conduct, your violation of these Site Terms or your violation of the rights of any third party.

15. Disclaimer

    EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY WHW, THE SITE, THE SITE MATERIALS (INCLUDING THE USER CONTENT) CONTAINED THEREIN AND THE SERVICES PROVIDED ON OR IN CONNECTION THEREWITH (THE "SERVICES") ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  WHW DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE INFORMATION, CONTENT AND SITE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE.  WHW DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THE SITE OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.  WHW DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

    WHW IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS, INCLUDING THOSE RELATING TO PRICING, TEXT OR PHOTOGRAPHY.  WHILE WHW ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SITE AND THE SERVICES SAFE, WHW CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.

    WHW reserves the right to change any and all content contained in the Site and any Services offered through the Site at any time without notice.  Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by WHW.

16. Limitation of Liability

    IN NO EVENT SHALL WHW, ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITE, THE SERVICES, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CASED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM WHW, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO WHW'S RECORDS, PROGRAMS OR SERVICES.  IN NO EVENT SHALL THE AGGREGATE LIABILITY OF WHW, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO WHW FOR ACCESS TO OR USE OF THE SITE.

17. Applicable Law and Venue

    These Site Terms and your use of the Site shall be governed by and construed in accordance with the laws of the State of Oregon, applicable to agreements made and to be entirely performed within the State of Oregon, without resort to its conflict of law provisions.  You agree that any action at law or in equity arising out of or relating to these Site Terms shall be filed only in the state and federal courts located in Multnomah County, Oregon and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Site Terms.

18. Termination; Discontinuation of Service

    Notwithstanding any of these Site Terms, WHW reserves the right, without notice and in its sole discretion, to terminate or suspend your account, your membership and your license to use the Site, to block or prevent your access to and use of the Site, and to modify or discontinue the Site and the Services.

19. Severability

    If any provision of these Site Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Site Terms and shall not affect the validity and enforceability of any remaining provisions.

20. Questions & Contact Information

    Questions or comments about the Site may be directed to WHW at the email address info@womenhelpingwomen.com or by calling us at (888) 871.4124